Citigroup Inc. filings document the regulatory record of a global financial institution with common stock, preferred stock, medium-term senior notes and other registered securities. Form 8-K reports cover quarterly and annual results, financial data supplements, Regulation FD materials, registered-security schedules and exhibits tied to debt and preferred stock instruments.
The company’s SEC record also includes proxy disclosures on board governance, shareholder voting matters and executive compensation. Other filings document amendments to the certificate of incorporation through preferred stock designations, underwriting agreements, supplemental indentures and segment-reporting changes affecting Wealth, U.S. Personal Banking, Services, Markets and Banking.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering UPS-linked “Upturn Securities,” which are medium-term senior notes maturing on March 16, 2027. Each $1,000 security is linked to United Parcel Service, Inc. Class B shares. If the UPS closing value on the March 11, 2027 valuation date is above its initial level, holders receive $1,000 plus a leveraged return equal to 500.00% of the stock’s gain, capped by a maximum return at maturity between $350.00 and $380.00 per security (35.00%–38.00% of principal).
If UPS finishes at or below its initial value, investors receive a fixed number of UPS shares per security (or, at Citigroup’s election, the equivalent cash), so principal moves one-for-one with the downside and can be completely lost. The securities pay no dividends, will not be listed on an exchange and may have limited liquidity. The issue price is $1,000.00 per security, including a $25.00 underwriting fee, providing $975.00 in proceeds to the issuer, and the estimated value on the pricing date is expected to be at least $905.50 per security, below the issue price. Counsel currently expects these securities to be treated as prepaid forward contracts for U.S. federal income tax purposes, but that treatment is not certain and could change.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured medium-term “buffer securities” linked to the S&P 500® Index and maturing on June 23, 2027. Each security has a stated principal amount of $1,000, pays no interest and returns at maturity depend entirely on index performance between the December 17, 2025 pricing date and the June 17, 2027 valuation date.
Holders participate in any index gain through a 100.00% upside participation rate, but total payoff is capped at the stated principal plus a maximum return at maturity of at least $120.00 per security (at least 12.00% of principal. A 20.00% buffer protects against moderate losses: if the index is down by 20.00% or less, investors receive $1,000; below that level, principal is reduced 1% for each additional 1% decline.
The notes will not be listed on any exchange, may have limited or no liquidity and are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. The issue price is $1,000.00 per security, while the estimated value on the pricing date is expected to be at least $929.50, reflecting underwriting fees, hedging costs and the issuer’s internal funding rate. The U.S. federal tax treatment is uncertain, and the documents describe possible alternative characterizations, including treatment as debt instruments.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured equity-linked notes tied to the worst performer of the EURO STOXX 50®, Russell 2000® and S&P 500® indices, maturing December 15, 2028. The notes pay a quarterly contingent coupon of at least 2.1625% of the $1,000 principal (at least 8.65% per year) only if, on every trading day in the observation period, each index stays at or above 70% of its initial level.
Citigroup may redeem the notes early on specified dates at $1,000 plus any due coupon. If held to maturity and not called, investors receive $1,000 per note only if the worst-performing index is at or above 60% of its initial level; otherwise, repayment is reduced one-for-one with the decline in that index, potentially to zero, and no final coupon is paid. The notes pay no dividends, offer no upside participation in any index, carry full issuer and guarantor credit risk, are not exchange-listed, and may have limited liquidity. The expected initial estimated value is at least $906.50 per $1,000 note, below the issue price, reflecting selling and hedging costs.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering medium-term senior Autocallable Contingent Coupon Market-Linked Notes linked to the Nasdaq-100 Futures 35% Edge Volatility 6% Decrement Index ER, maturing on December 31, 2035.
Each note has a stated principal amount of $1,000 and pays a monthly contingent coupon of 0.7833% of principal (about 9.40% per annum) only if, on the preceding valuation date, the index is at or above a coupon barrier set at 75% of its initial level. If the index is below this barrier, no coupon is paid for that month.
Starting in late 2028, the notes are subject to automatic early redemption on scheduled potential autocall dates if the index closes at or above its initial level, in which case investors receive $1,000 plus the applicable coupon and the notes terminate. If never called and held to maturity, investors receive principal plus any final coupon.
The issuer expects the notes’ estimated value on the pricing date to be at least $850 per note, below the issue price, and the notes will not be listed on any securities exchange. The underlying index is a leveraged, volatility-targeted, 6% decrement strategy tied to Nasdaq-100 futures and has a limited live track record; it may significantly underperform the Nasdaq-100 Index, and the notes carry substantial complexity and risk.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable dual directional barrier securities linked to the S&P 500 Futures Excess Return Index, each with a $1,000 stated principal amount and scheduled to mature on December 10, 2030.
The notes may be automatically redeemed on the December 8, 2026 valuation date if the index is at or above its initial value, paying $1,000 plus a premium that will be set on the pricing date and is illustrated at $90 (9%) in the example. If held to maturity and not called, investors get enhanced upside with a 120% upside participation rate, and for moderate declines they receive a positive “absolute return” as long as the index stays at or above 70% of its initial level.
If the index finishes below the 70% barrier, repayment is reduced one-for-one with the index loss and can fall to zero, meaning a complete loss of principal is possible. The notes will not be listed on any exchange, carry an underwriting fee of up to $41.25 per note, and have an estimated initial value of at least $885.50, reflecting hedging and structuring costs. The product is complex, exposes investors to the futures-based index’s financing drag, and involves specific U.S. tax and withholding considerations.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering principal-at-risk contingent income auto-callable securities linked to the common stock of Tesla, Inc. The one-year notes pay a 1.325% monthly contingent coupon (15.90% per annum) only if Tesla’s share price on each valuation date is at or above a downside threshold set at 60% of the initial share price, with missed coupons potentially paid later if the threshold is subsequently met.
The notes may be automatically redeemed on monthly potential redemption dates if Tesla’s share price is at or above the initial share price, returning principal plus the applicable coupon. If held to maturity and Tesla’s final share price is at or above the downside threshold, investors receive principal plus the final coupon. If the final share price is below the downside threshold, repayment is reduced on a leveraged basis using a 40% buffer amount and a buffer rate of approximately 166.667%, and investors can lose some or all of their principal and any unpaid coupons. The securities will not be listed on an exchange, and their estimated value on the pricing date is expected to be below the issue price.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Autocallable Phoenix Securities linked to the common stock of Freeport-McMoRan Inc. (FCX) and maturing in December 2026. Each $1,000 security pays a 1.2167% contingent monthly coupon only if the FCX share price on the relevant valuation date is at or above a coupon barrier set at 75% of the initial share price, with missed coupons potentially paid later if the barrier is met on a subsequent date.
The notes are automatically redeemed early for $1,000 plus the applicable coupon if FCX closes at or above its initial price on any interim valuation date. If not redeemed, at maturity investors receive $1,000 plus any due coupon if the final price is at or above a final barrier at 75% of the initial price; otherwise the payoff is reduced using a 25% buffer and a buffer rate of approximately 133.333%, which can lead to substantial loss, including a total loss of principal. The securities are not listed, carry underwriting fees of $1.00 per $1,000, and have an expected estimated value of at least $945.00 per security.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing callable floating rate notes due January 4, 2027, in $1,000 denominations. The notes pay interest each period at compounded SOFR plus a 0.50% spread, subject to a 0.00% minimum rate, with interest paid on March 4, June 4, September 4, 2026 and at maturity.
The issuer may redeem the notes early at 100% of principal plus accrued interest on September 4, 2026. The notes are not listed on any securities exchange and may have limited or no liquidity. SOFR and any successor benchmark may be changed, discontinued or replaced, which could reduce interest payments and note value.
Citigroup and its affiliates may hedge their obligations using derivatives and may profit from these activities. The notes are treated as variable rate debt instruments for U.S. federal income tax purposes, with stated interest taxable as ordinary income to U.S. Holders.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured callable contingent coupon equity-linked securities tied to the worst performer of the EURO STOXX 50®, Nasdaq-100® and S&P 500® indices, maturing on January 12, 2029. Each security has a $1,000 stated principal amount and may pay a quarterly contingent coupon of 2.70% of principal (an annualized 10.80%) only if, on the relevant valuation date, the worst-performing index is at or above 75% of its initial level.
If the notes are not called and, on the final valuation date, the worst-performing index is at or above 75% of its initial level, holders receive $1,000 plus any final coupon. If it is below 75%, repayment is reduced one-for-one with the index loss, potentially down to zero. Citigroup may redeem the notes early at par plus any due coupon on specified dates, capping future income. The securities are not listed, carry Citigroup credit risk, have an estimated initial value of at least $932.50 per $1,000, and involve complex market, correlation, liquidity and tax risks, including possible 30% withholding on coupons for some non-U.S. holders.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing unsecured callable contingent coupon equity-linked securities tied to the worst performer of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index, maturing on December 13, 2028.
Each security has a $1,000 stated principal amount and may pay a contingent coupon of at least 0.6933% per month (about 8.32% per year when, on the relevant valuation date, the worst-performing index is at or above 75% of its initial level. Missed coupons can be paid later if this condition is later met, but can be lost entirely.
At maturity, if not called and the worst-performing index closes at or above 57.5% of its initial value, investors receive the full $1,000; otherwise, repayment is reduced one-for-one with the index loss, potentially down to zero. The notes are callable by the issuer on specified dates, will not be listed on an exchange, and initially are expected to have an estimated value of at least $931 per $1,000, after factoring in an underwriting fee of up to $8 per security.